CONSTITUTION AND BY–LAWS OF PERHAM SPORTSMAN’S CLUB

Article INameThe name of this organization shall be Perham Sportsman Club, Inc. referred to as PSC or the Club. It is a private, non-profit 501 (c) (4) Corporation. PSC shall be one Club. There shall be no Clubs within the Club. All assets shall be under the sole ownership of PSC. The geographical location is 42825 Harvest Avenue, Perham, MN 56573. The mailing address is P O Box 054, Perham, Minnesota 56573

Article IIPurpose and RightsSection 1 PurposeThe purpose of this Club is to: To foster, expand, and perpetuate the use of our local outdoor habitat, to unify and provide for a social venue for all types of sportsmen, sportswomen, and children. To maintain and advance the motto “all things to all sportsmen” and to exist without prejudice and treat all sports and events fostered by the club as equal.

To have a good fellowship among all other outdoor groups and to cooperate with all conservation organizations in the propagation and conservation of game. To maintain, and enjoy the respect and friendship of the community. To keep all local financial contributions local. ​

To seek to restore the opportunity for the outdoor experience that is equal to our fondest memories while enhancing the social aspects of the outdoor experiences we cherish today.To provide for our youth through mentored hunts, hunter’s safety and education.

Section 2 RightsAll rights, privileges and benefits shall be equally available to all Club members. All rules, regulations, bylaws and directives shall be equally applied to all Club members. No member shall pay more than any other member for any goods, services or privileges provided by the Club. Every member shall be entitled to one vote; the right to vote on any issue brought before the Membership; and the right to clear, timely notification of important voting issues. Members shall have the right to a clear, timely notification of all activities which close or limit a member’s use of any Club facility. For latest info – Check the www.perhamsportsman.com website.

Article IIIBoard of GovernorsSection 1 General Powers

The Board of Governors (BOG) shall have the general power to manage and control the affairs and property of the Club, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Governors.

The Board of Governors has the authority to enter into legally binding agreements with Federal, State and local agencies.

The Board may also enter into agreements with private funding sources for the purposes of providing services of the corporation in keeping with the work of the Club.

All such actions shall be by majority vote of the board membership.

The Board has the same legal powers and responsibilities granted to it by the State of Minnesota as any Board of Governors of a non-profit corporation.

Specific powers of the Board of Governors are:

To determine fiscal, organizational and program policies.

To determine overall program plans and priorities for the PSC.

To determine rules and procedures for the governing board, contractor relationships, and volunteers serving the PSC.

To select the officers and any standing or ad hoc committees.

Any further actions that would be required in operating the Club and would be determined by majority vote of the BOD membership.

Section 2: Number, Eligibility and TermThe Board of Governors shall consist of nine members. In addition, the outgoing President of the previous term may remain on the BOG in an advisory, without voting rights. Each member of the Board shall have either a general membership or lifetime membership in the Club.All members of the BOG shall serve on a volunteer basis and shall not receive compensation in any manner for their work at PSC.

All BOG members shall serve three (3) year terms but are eligible for re-election for up to two consecutive terms. Thereafter the Board member would have to sit out for two years before being eligible for re-election. The Board members shall be organized into three classes with one third being elected each year. The terms will begin January 1 of each year. If voted in during any midterm election, one will serve the remainder of that elected term.

Section 3: Selection and Board Election Process

A BOG Nomination Committee shall be responsible for nominating a slate of prospective Board members representing the Club’s diverse operating area. In addition, any Board Member can nominate a candidate to the slate of nominees. The Board Nomination Committee will consist of the Vice President (unless up for re-election, whereby; the Secretary will substitute, and so on down the line of the EC) and two BOG members (not up for re-election). All nominations should come through the Board Nomination Committee who will conduct any required interviews. All nominations will be confirmed by the Board Nomination Committee and will have a dossier prepared prior to presentation to the BOG.

The election of officers and board members shall occur at the November BOG and Membership Annual meeting. Nominations for board members will be accepted by the BOG during the month preceding the Annual Membership meeting, as well as nominating from the floor on the day of the election. BOG members shall be elected by majority vote by voice or secret ballot of all members present and entitled to vote. The term will begin immediately following on January 1 of the next year.

Section 4: Resignations.

Any member of the BOG may resign at any time by giving written notice to the Club. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. The vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by an interim appointment recommended by the BOG and ratified by majority vote at the next BOG meeting.

Section 5: Removal

Any Governor absent from three consecutive meetings without notification to the President or Secretary of the BOG shall be deemed to have resigned by his/her non-participation.

Any Governor may be removed for cause whose willful actions have been deemed detrimental to the goals and objectives of the PSC by action of the BOG (majority vote of those present and voting).

Section 6: Vacancies

When a vacancy on the BOG exists mid-term, it will be determined by majority vote as to whether to replace that vacancy or to wait until the November Annual meeting, whereupon, nominations by the Board Nomination Committee will have been received.

If voted to fill the position immediately, the same required criteria as determined in Section 2 and 3 aforementioned is to be fulfilled.

Article IVOfficers, Powers, and their DutiesSection 1 Officers and Duties

The officers of the Club shall be a President, a Vice President, a Secretary, and a Treasurer, henceforth will be called the Executive Committee (EC). The EC and the Elected Board Members (EBM) who, acting together, shall constitute the BOG, and shall have supervisory control and management of all activities of the Club. President. The President shall preside at all meetings of the Club, shall direct or provide oversight of all Club activities, shall make any Club appointments to special committees and projects, be responsible with direction by the Treasurer for ensuring all bills and loans are paid and current and that the budget is maintained, participate as ex-officio member of all Club committees except the Nominating Committee, but may not Chair any committee. In an emergency, profitable or humanitarian situation that cannot be delayed, the President may expend up to $2000.00 without prior approval of the BOG, but must request approval from the BOG as soon as practical.Vice-President. The Vice-President shall assume all duties and responsibilities of the President in absence of the President, oversee and lead the Nomination Committee, and perform other duties as directed by the President. Chair the Nominating Committee.Secretary. The Secretary shall conduct all official Club correspondence and publish any communique’s on behalf of the Club, shall maintain a master listing of all Club members (shared duty with the treasurer), addresses, contact numbers, and email addresses; shall notify members of all regular and special meetings, maintain a true record of all meetings, supervise the Club’s activities calendar that involves the use of the clubhouse or ranges and notify the website provider or designated representative for posting to the website calendar; shall maintain custody of all Club records and deeds and perform other duties as directed by the President.Treasurer. The Treasurer shall be responsible for the collection of all fees and dues, pay all bills as directed by the BOG, keep an accurate accounting of all financial transactions, provide detailed financial reports at all BOG meetings, provide an Annual Year End Financial Report and perform other duties as directed by the President. Prepare and distribute complete financials for each EC, BOG and Membership meetings. Prepare tax statements and complete the annual audit.Section 2 PowerSpecial consideration will be provided, whereby; special power is provided the Executive Committee, under the approval of the President in unusual circumstances that require a time sensitive handling and will be given the authority to act upon this issue with the same action of that of a majority vote of the BOG. This action will require a complete briefing to the BOG at the next scheduled meeting of the BOG.

Article VMembership All Club Members: shall provide input to the BOG on the scheduling and use of facilities and the growth, development, and stability of the Club; shall maintain the general upkeep of the Club facilities, grounds and control all Club assets; shall not consume alcohol prior to or during any shooting. No illegal drugs shall be permitted on Club property at any time. Any alcohol can only be consumed at or adjacent to the Clubhouse area. The Membership has the responsibility to police itself. Through these responsibilities, the Membership owns the Club.

Section 1. Membership Any citizen of the United States who is at least eighteen (18) years old, who may legally own a firearm, and has never been convicted of a felony, may become a member of PSC after meeting the requirements below and upon receiving a membership card from the EC. Family members, under the age of 18, may participate in Club activities under the supervision of parents, guardians or other adult Club members. Membership will not be denied because of race, sex, religion, national origin, or physical disability of the applicant. The fees for these memberships are established by the BOG when required and published for the membership.

There are two types of Memberships within the Club.

A Family Membership shall include the principal member applicant and the immediate family who resides within the same domicile – husband, wife, and children or custodial children under the age of eighteen (18). The principal member will be allowed full access to the Club, voting rights, and the opportunity to serve as a Club officer. Family members under the age of eighteen (18) will be allowed access to the Club only under the direct supervision of the principal member, guardians, or other adult Club members.

A Family Life Membership (membership for life) A Family Membership shall include the principal member applicant and the immediate family who resides within the same domicile – husband, wife, and children or custodial children under the age of eighteen (18). The principal member will be allowed full access to the Club, voting rights, and the opportunity to serve as a Club officer. Family members under the age of eighteen (18) will be allowed access to the Club only under the direct supervision of the principal member, guardians, or other adult Club members.

Section 2 – Process of Application

Applicant submits his/her completed application by one of the three methods:

Give application and dues to a BOG member who submits such to either the Treasurer, or

The Treasurer deposits the dues, will provide a receipt to the applicant, and forwards the application to the Membership Coordinator. Membership Coordinator processes the application, and provide the membership collateral material, membership card and security fob and information to the applicant.

Section 3. Suspension or Termination of Membership.

The BOG may temporarily suspend and/or recommend termination of any member who willfully falsifies a Club application, violates any Club bylaw, rule, safety regulation, policy, non-payment of dues, or who misappropriates PSC funds or property. The BOG may suspend or terminate a member at any time if it is deemed that the member violates any of the behaviors that are deemed detrimental to the goals, objectives, purpose, mission and safety aspects of the Club. Any Club member that witnesses any such action shall notify a BOG member immediately. Charges against any officer, or member may be submitted by any Club member in good standing. Charges shall be in writing or stated verbally to no less than two BOG members, clearly stating the facts. If serious enough, signed statements or exhibits that may be required. Charges shall be filed with the BOG, who will immediately call a special meeting of the BOG to hear the charges. The Secretary, or acting Secretary, will give at least ten (10) days’ notice of the meeting to all members of the BOG, to the accuser, and to the accused in writing and will include a copy of the charges and of the supporting signed documents and exhibits. At that time the member under charges will be given a full hearing including the right to question witnesses and present evidence on his/her behalf. If the BOG hearing reveals that the violation(s) need(s) action to be taken, the offender may be suspended or terminated from the Club by a 2/3rd affirmative vote of the members of the BOG present at any regular or special meeting.Any member recommended for termination by the BOG may appeal to the BOG. Such appeal shall be made in writing to the BOG. The BOG will call a special meeting of the Club for the purpose of acting on the appeal. The Secretary, or acting Secretary, shall give at least ten (10) days’ notice in writing to all members of the Club of the date, time, place and reason for such meeting. At the special meeting of the Club, the Secretary, or acting Secretary, will read the original charges, the supporting signed statements, and will read or display the accompanying exhibits, and will read the minutes of the special meeting of the BOG at which the charges were heard and action taken. A full hearing will be given to the member under charges including the right to question witnesses and present evidence on his/her behalf.A vote will be taken by ballot of the members present and a 2/3rd vote shall terminate the individual’s membership. Club keys and card, along with any PSC equipment in the member’s care will be returned to the Club. Should the member not be terminated but the Membership feels that some punishment is warranted, such as attendance of a safety or anger management class, the suspension of privileges for a specified period may be recommended. In the event criminal activity is suspected, PSC retains the right to request the assistance of local, state and/or federal law enforcement in the investigation of the issue. PSC or law enforcement findings may become evidence in any subsequent criminal proceedings. PSC may pursue criminal and/or civil charges against any member determined to be in participation of illegal activity on PSC property. Membership will be automatically terminated for any member convicted of a felony. The BOG and Membership will be notified of the termination at the next Club meeting.

​Article VIGuestsPSC is a private Club. Guests are welcome to watch or participate in PSC calendar and website scheduled events. To participate in nationally recognized registered shoots such as the ATA, NSSA, or IDPA, guests must be a current card carrying member of that organization. Members may bring guests in order to introduce and recruit them for membership not to exceed three visits at non-scheduled events. During any visit, guests are the member’s responsibility. They must abide by the rules of the Club as the member does. Member’s guests shoot with the member. Guests arrive when the member arrives and they leave when the member leaves. They are not allowed access to the Club without the club member being present. Guests must have adequate eye and ear protection. Requests for an exception to the policy of the non-schedule events three visit rule will be directed to the President for a decision, i.e., grandson or granddaughter visiting from out of state for a week. Active duty Military is exempt from the non-scheduled events three visit rule. Visitors are not members and not guests. Visitors are any person or persons at the Club not described above as a guest.

Article VIIMeetingsSection 1 Board of Governors MeetingsThe regular monthly business meeting of the BOG shall be held on any date and time established as the BOG shall determine. All meetings will be held at the PSC clubhouse unless otherwise published. Meeting dates will be published on the website and Club calendar. All members are encouraged to attend.

Section 2 Annual Membership MeetingsMembership meetings are held at least annually, after the BOG meeting. Annual meetings are to held in November for election purposes, and then again in January. The EC and/or the BOG has the authority to reschedule the aforementioned meetings.

Section 3 Special MeetingsSpecial Meetings of members may be called at any time, by the President, the BOG, or by 10% of the members entitled to vote, in writing via a petition. Upon receipt of a petition addressed to a BOG member, or delivered personally, the President shall cause all members to be notified by U.S. Mail, email and/or telephonically that a special meeting will be held. Notice of time, location and agenda must be given to the Membership. Members must be notified at least ten (10) days in advance of the meeting.

Section 4. Order of BusinessThe order of business will be set by the President. The following order of business is recommended.

Call to Order

Determination of a Quorum

Reading or Approval of Minutes of Previous Meeting

Reading or Approval of Financial Report

Communications

Report of the Officers

Report of the President

Report of the Committees

Old or Unfinished Business

New Business

Open Discussion

Adjournment

Article VIIIQuorum, Conduct of Meetings and Proxy votesSection 1 Quorum.For the purpose of a meeting of the BOG, a quorum will exist if five (5) BOG Members, inclusive of the President or in his absence, the Vice-President are present. Depending on the type of business and its urgency, the BOG may postpone the meeting with a majority vote until more members are present.Section 2 Conduct of Meetings.The President shall be responsible for the conduct of all meetings. The conduct of all PSC meetings will be professional and relaxed, but will follow the guidelines of Robert’s Rules of Order.Section 3 Voting By Proxy or Written Ballot.There shall be no provision for proxy voting by any member.

(1) Adequate and correct books and records of account;(2) Minutes of the proceedings of the Regular, Membership and Special meetings;(3) A record of the Members giving their names and addresses.

The minutes and other books and records shall be kept either in written form or in any other format capable of being converted into a clearly legible format that all may utilize.

Section 2. Members Right of Inspection.The accounting books and records and minutes of any Club meeting shall be open to inspection upon the written request by any member, at any reasonable time, for any interest of the member, subject to the protection of the privacy rights and credit identity of the Club and of its members.

Section 3. Annual Financial Report.An Annual Financial Year End report shall be prepared by the Treasurer within 30 days after the close of the Club’s fiscal year. If it is the Treasurer’s last year of his/her term, that Treasurer will prepare the report.The records shall be reviewed yearly by a Certified Public Accountant (C.P.A.) for accuracy and acceptance into the Club’s records with no less than a written review of the financials will be provided by the CPA.The accounting year of the Club shall be 1 January to 31 December of any given year.

Article XAmendments to BylawsSection 1. Bylaw Amendments.New Bylaws or these bylaws may be recommended to be amended or repealed by a 2/3rds vote of the BOG. Once the recommendations have been made and accepted by a 2/3rds vote, the BOG shall cause all members to be notified by U.S. Mail, email, and/or telephonically that a change in the bylaws had incurred. BOG members must be notified at least ten (10) days in advance of the meeting. A 2/3rd vote of the BOG present at that special meeting will add, amend or repeal the bylaws noted on the agenda.2. Adoption of Bylaws. Whenever amendments to the bylaws or new bylaws are adopted, the new wording or bylaw shall replace the old and not clutter up the present bylaws with the wording of the old. Revisions will be made by replacing the entire page.

Article XICommitteesSection 1. Standing Committees.Standing Committees members are appointed by the President at the beginning or during his or her term of office. The President shall serve as ex-officio member of all such committees except the Nominating Committee. These committees are composed of a Chairperson and Club members. A Chairperson will be a responsible individual with drive and ambition to get the assigned projects completed. The committees will report on their needs and progress of their projects to the BOG at the monthly BOG meetings. The current Standing Committees are: Nominating Committee, Communications and Membership, Properties, Events, Education, and Policy, Finance, Rules and Administration.

Nominating Committee (NC). The Board Nomination Committee will consist of the Vice President (unless up for re-election, whereby; the Secretary will substitute, and so on down the line of the EC) and two BOG members (not up for re-election). The NC’s sole purpose is to poll the Membership for members that are qualified and interested in serving as officers and EBM for the Club. The recommended individuals will become nominees for the election of officers and EBM at the November Membership meeting. After it has fielded its recommendations to the BOG at the November meeting, the year’s NC will cease to exist.

Section 2. Special Committees.Special Committees will be appointed as needed to assign responsibilities for any event not covered in the daily routine of PSC. A Chairperson for the committee shall be appointed by the President and he/she shall report to the BOG at the monthly meetings. After the committee’s event has occurred, the committee will cease to exist, unless otherwise directed by the President.

Article XIIRange and Clubhouse RulesSection 1. Range RulesRange Rules were designed for each shooting discipline. They include the safety aspect and the operation of various types of equipment such as timers and target holders. All the range rules are covered in the “Perham Sportsman Club Member Range Rules”. A copy of the “Perham Sportsman Club Bylaws” and the Range Rules are given to each member when he/she has been approved to be a member.Range rules are designed to be flexible, easily changed and adaptable to the various changing situations for each shooting discipline. Examples would be instructions in the use of new clubhouse security system, the new gate entry system, or other devices as they become available. Such new equipment is being added all the time. See the booklet for instructions in the use of this equipment and safety rules.

Section 2. Clubhouse Rules The BOG shall be in charge of updating the Range Rules and the Clubhouse Rules as needed to keep them current with our facilities, our equipment, and the safe use of that equipment for all members.

Article XIIIAnimal ControlAll dogs and other domestic animals brought to PSC shall be on leash and/or under control of a responsible individual at all times. No domestic animal shall be tied to, left unattended, or within any PSC structure. The training of dogs or use of dogs for hunting on PSC property is allowable with BOG approval. The use of horses on PSC property is prohibited unless approved by the BOG on a case by case basis. Owners are responsible for their animals and assume all liability and clean up actions. They are to kept out of the PSC Clubhouse and away from the shooting ranges.

​Article XIIIHunting, TrappingThere shall be no hunting, trapping or pursuit of game on PSC property, except where approved by the Perham Sportsman Club Board of Governors. Wildlife presenting a clear danger to persons, or clearly established as a serious nuisance, may be destroyed as directed by the BOG after coordination with the Minnesota DNR. No turkey or deer shall be destroyed because of alleged or actual crop damage. The BOG will ensure that all members and persons authorized to work or farm on PSC property are aware of these regulations.

Article XIVPolitical ActivitiesPSC shall not endorse, support or contribute to any specific political candidate or political party (local, state or federal). PSC property or facilities shall not be rented, leased, loaned or donated to any group or person(s) for any activity in support of a specific candidate or political party. Signs or distribution of political materials on PSC property is prohibited. These restrictions are not to prohibit or impede free speech of members or guests. Nor do they apply to political signs on vehicles or clothing.

Article XVDues and Club FundsSection 1. Dues.Annual dues shall be for the fiscal year 1 January through 31 December, shall be of the amount determined and shall be due payable on the date determined by the BOG. Dues for new members joining the Club after 1 January shall not be prorated on a monthly basis.

Section 2. Club Funds.Club checks may be signed by the Club President, Vice-President, or Treasurer. The President and Treasurer are responsible for all expenditures of all Club funds.

Article XVIIn the Event of Dissolution of the ClubThe property of the Club shall include real estate in Minnesota, together with all improvements, and all other property assets belonging to PSC wherever located, both within and outside the State of Minnesota, as may be necessary for this purpose. Upon dissolution of the Club all properties of every kind shall be liquidated or assigned a fair market value and after all debts and obligations of the Club have been satisfied or otherwise provided for, the resulting monies shall be distributed to other non-profit charities, agencies or scholarships as the Membership shall feel proper.